By Laws
TWO CENTRE STREET RESTORATION PROJECT, INC.
BY-LAWS OF a not-far-profit corporation organized under the laws of
The Commonwealth of Massachusetts
ARTICLE I
PURPOSE
The purpose of the Corporation is to act as a not-far-profit organization dedicated to the restoration and preservation of the historic structure located at Two Centre Street, Nantucket, Massachusetts, known as the Centre United Methodist Church of Nantucket. The goals of the Corporation are to establish a group of individuals to restore the building located at Two Centre Street, Nantucket, to an architecturally historic and functional condition, to promote community awareness of the need to preserve the historic structure, to continue and increase the structure’s use for religious and community functions, and to provide for ongoing maintenance and preservation of the structure for visitors and residents of Nantucket. The Corporation may solicit donations, conduct capital campaigns, apply for grants from foundations and other interested organizations, and may do all things which may be necessary, appropriate or convenient to achieve the foregoing purposes.
This Corporation is organized exclusively for charitable purposes as a not-for-profit corporation. Its activities shall be conducted for the aforesaid purposes in such a manner that no part of its net earnings shall inure to the benefit of any Director, Officer, or individual. Upon dissolution of the Corporation, and after payment of just debts and liabilities, all remaining assets shall be distributed to organizations enjoying an exempt status under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or successor provisions. The Corporation shall not attempt to influence legislation.
This Corporation shall admit persons of any race, color, national and ethnic origin, and gender to all the rights, pri vileges, programs, and acti vi ties generally accorded or made available to the public. The Corporation does not discriminate on the basis of race, color, national or ethnic origin, and gender in administering its programs.
ARTICLE II
MEMBERSHIP
The Corporation shall not have members.
ARTICLE III
MEETING OF THE CORPORATION
Section 1 – The Annual Meeting
The Annual Meeting of the Corporation shall be held on the second Saturday of June of each year at such place in the Town of Nantucket and at such hour as shall be determined by the Executive Committee of the Board of Directors for the purpose of (a) electing the Board of Directors of the Corporation; (b) hearing the reports of the Directors, Officers, and Staff; and (c) for such other purposes of the welfare and operations of the Corporation.
Annually a Nominating Committee of the Board of Directors shall nominate candidates for the Board of Directors. The nominations for the Board Shall be sent in advance of the Annual Meeting to the Directors of the Corporation.
Notice of the Annual Meeting shall be given by the President, Vice-President or Secretary by mailing a written call therefore to each Director of the Corporation at his or her last known address not less than one week before the meeting.
If the day fixed for the Annual Meeting shall be a legal holiday, such meetings shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated hereby for any Annual Meeting, or at any adjournment thereof, the Board shall cause the election to be held at a special meeting of the Directors as soon thereafter as convenient. The call for any meeting at which Directors are to be elected shall include the report of the Nominating Committee.
Special Meetings of the Corporation, or a meeting in lieu of the Annual Meeting in the event that for any reason the Annual Meeting shall not be held as herein provide, may be held in the Town of Nantucket at the call of the President, or the Vice President, or at a call signed by not less than five (5) Directors of the Corporation, with notice as provided in this Article, said notice to specify the purposes for which the meeting is called.
Section 2 – Informal Action by Directors
Any action not required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of the Directors, may be taken without a meeting upon written consent or approval of a majority of the Directors, setting forth the action so taken. The written consent or consents shall be filed with the minutes of the proceeding of the Corporation.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 – General Powers
The affairs of the Corporation shall be managed by its Board of Directors who shall have the powers and duties of a board of directors under Massachusetts law.
Section 2 – Number, Tenure, and Qualifications
(a) The number of Directors shall be not less than seven (7) and not more than twenty-one (21). The Directors elected at the Annual Meeting to succeed the Directors named in the Articles of Incorporation shall be elected for staggered terms of three ~ two, and one year. As the terms of such Directors expire, their successors shall be elected for terms of three years and until their successors are elected and have qualified. ‘Directors shall have shown a strong commitment to the preservation of historic structures on Nantucket.
(b) The Board of Directors shall include a representative of the annual New England Conference as appointed by the resident Bishop of the Boston area, the district superintendent of the New England Conference for the Nantucket region, the pastor of the Centre United Methodist Church of Nantucket, and a member of the Centre United Methodist Church of Nantucket if willing to serve.
(c) Any Director may resign at any time by giving notice of his or her resignation in writing to any Officer or Director of the Corporation. Directors may be removed from the Board at any time with cause by a two-thirds vote of the Board present at any meeting for which a quorum is present. At any regular meeting of the Board of Directors, election may be held to fill vacancies on the Board for the balance of the unexpired term.
(d) No Director shall be eligible for election or reelection to the Board if he or she has, at the time, served for six or more consecutive years then immediately preceding, he or she shall, however, be eligible to be again elected to the Board after the expiration of one year, and may, at the invitation of the President, attend Board meetings as a non-voting member during that intervening year. A Director who is elected to fill a vacancy for the balance of an unexpired term shall be eligible for two full terms following the expiration of such unexpired term.
Section 3 – Specific Powers and Duties
The administrative powers of the Corporation shall be vested in the Board of Directors, who shall have charge, control and management of the property, affairs, and funds of the Corporation, and shall have the power and authority to do and perform all acts and functions consistent with the By-laws of the Corporation.
Without limiting the generality of the foregoing, the Board of Directors:
a) Shall supervise and control all action taken by or in behalf of the Corporation, except insofar as the power to take any action shall be expressly delegated by the By-laws or reserved by law to other;
b) Shall have the power to fill any vacancy that may occur at any time between Annual Meetings in any Office provided by these By-laws;
c) Shall establish such rules and policies and take such action as it may deem appropriate with reference to acceptance and non-acceptance of restricted gifts to the Corporation;
d) May borrow money on the credit of the Corporation with or without furnishing collateral to the lender.
Section 4 – Meetings of the Board of Directors
a) The Annual Meeting of the Board of Directors shall be held as described above in each year for the election of Directors and Officers and the transaction of such other business as may come before it.
b) Regular meetings of the Board shall be held quarterly on the first Saturday of every third month, or if said date shall be a legal holiday, on the next Saturday thereafter, provided, however, the time and place of any regular meeting may be changed by resolution of the Board or of the Executive Committee.
c) Special Meetings may be called by the President, or in his or her absence, the Vice-President, and shall be called within ten (10) days following receipt of a written request from five (5) members of the Board.
d) Notice of all meetings shall be given by the Secretary by mail (or electronic mail) to each Director not less than one week before the meeting.
e) A quorum for the transaction of business at any meeting of the Board shall consist of seven (7) members of the Board, present in person or by telephone speaker conference call.
f) By a vote of not less than two-thirds of the Board of Directors at any meeting at which a quorum shall be present, the Board may declare vacant the office of any Director who shall have been absent from three (3) successive meetings of the Board without excuse accepted by the Board, and who shall have received written notice of the intended action of the Board to declare such vacancy.
g) The removal of a member of the Board of Directors shall be by ballot as also shall be the removal of Officers. It shall .be the privilege of any member or members of the Board of Directors to request a ballot on any other matter.
Section 6 – Compensation
Directors shall not receive any compensation for their services as Directors, and no person hold a paid staff position with the Corporation shall be eligible for election as a Director.
ARTICLE V
OFFICERS
Section 1 – Number, Qualification, and Term
The regular Officers of the Corporation shall be a President, a Vice-President, a Treasurer, and a Secretary, each of who shall be elected by the Board of Directors at its Annual Meeting. The Officers shall hold office for one year or until their successors are elected or appointed and qualified. No person shall hold the same office for more than two (2) consecutive years. Such person shall, however, be eligible to be elected to a different office immediately or re-elected to the same office after the expiration of one year. The Officers• shall be elected by the Board from among its members. The Directors may elect such other Officers as the Board may authorize. The Board may also elect a recording Secretary who shall not necessarily be a member of the Board. A vacancy in any office because of death, resignation or otherwise may be filled by a majority vote of the Board for the unexpired portion of the term. These Officers shall receive no compensation or remuneration for the duties of their office.
Section 2 – President
The President shall be the principal executive Officer of the Corporation and shall in general supervise and control all the business and affairs of the Corporation. The President shall preside at all meetings of the Board. Subject to ratification by the Board, the President shall appoint any paid employees of the Corporation and all committees, including any standing committees. The President shall perform all other duties incidental to the office. The President shall be an ex-officio member, with vote, of all committees. The President may sign, with attestation of the Secretary or any other proper Officer of the Corporation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board authorizes to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Board or these By-laws or statute to some other Officer or agent of the Corporation, and in general shall perform all duties incident to he office of President and such other duties as may be prescribed by the Board from time to time.
Section 3 – Vice-President
In the absence of the President or in the even of any inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned by the President or the Board.
Section 4 – Treasurer
The Treasurer shall have a charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation, from any source whatsoever, deposit all such monies in the name of the Corporation in such bands, trust companies, or other depositories as may be selected by the Board; oversee the preparation of the monthly financial statement and shall present it to the Board of Directors at the monthly meeting; make such reports available to the President or the Board of Directors when required; supervise the keeping of the books of account which shall, from time to time, but not less often than once a year, be audited as the Board of Directors shall require; and in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be required by the President or the Board.
Section 5 – Secretary
The Secretary shall be responsible for the taking of the minutes at the regular meetings of the Corporation and shall be responsible for filing them with the records of the Corporation; see that all notices are duly given in accordance with the provisions of these By-laws; keep a register of the post office address and phone number of each Director; and in general perform all other duties incident to the office of Secretary and such other duties as from time to time may be required by the President or the Board. The Secretary shall be a resident of Massachusetts.
ARTICLE VI
COMMITTEES
Section 1 – Executive Committees
The Board of Directors may designate an Executive Committee of Directors which, to the extent determined by the Board of Directors, shall have and exercise the authority of the Board in the management 6f the Corporation but the designation of such Committee, and the delegation thereto of authority, shall not operate to relieve the Board, or any individual Director of any responsibility imposed upon the Board or any individual Director by law.
The Executive Committee shall consist of the President (who shall be its Chairperson), the Vice President, the Treasurer, the Secretary, and may include two other members of the Board of Directors in the discretion of the President. A majority of its members shall constitute a quorum. The Executive Committee shall:
a) Have the power to transact all business of the Corporation during the interim between meetings of the Board of Directors to the extent permitted by law except that the power to fill any vacancy in the Board or any office is reserved to the Board of Directors;
b) Be responsible for planning and shall, in connection therewith, make recommendations to the Board as to the goals of the Corporation from time to time in light of existing social and economic conditions, and as to actions on special proposals and plans to achieve long-range objectives, including the relationship of the Corporation to the community. Such consideration shall relate to, without limitation, the physical, financial, and personnel planning required to meet the needs of the Corporation.
Section 2 – The Nominating Committee
The Nominating Committee shall consist of five (5) members of the Board of Directors. The Committee shall nominate to the membership the Board of Directors and the Officers of the Corporation. The recommendations of the Nominating Committee shall be made at the Annual Meeting of the Board of Directors and, in cases where vacancies occur between Annual Meetings which are to be filled by action of the Board, at the Board meeting following that in which any vacancy occurs. Membership of a person on the Nominating Committee shall not be a disqualification to the nomination of such person.
The Nominating Committee shall recommend each Director for his or her ability to participate effectively in fulfilling the responsibilities of the Board of Directors. The Nominating Committee shall strive for a diverse Board of Directors which reflects the diverse backgrounds of individual supporters of the restoration of Two Centre Street, Nantucket.
Section 3 – Other Committees
Other Committees not having and exercising the authority of the Board in management of the Corporation may be designated by resolution accepted by a majority of the Directors present at a meeting at which a quorum is present. The President of the Corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the Corporation shall be served by such removal.
Section 4 – Term of Office
Each member of the Committee shall continue as such until the next Annual Meeting and until a successor is appointed, unless the Committee shall be sooner terminated, or unless such member be removed from such Committee, or unless such member shall cease to qualify as a member thereof.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1 – Contracts
The Board may authorize any Officer and Officers, agent or agents of the Corporation, in addition to the Officers of authorized by these By-laws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation; and such authority may be general or confined to specific instance.
Section 2 – Deposits
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or their depositories as the Board may elect.
Section 3 – Gifts
The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE VIII
CONTRACTS AND CONFLICTS OF INTEREST
A Director of this Corporation shall not be disqualified by his or her office from dealing or contracting with the Corporation, either as a vendor, purchaser, or otherwise, nor shall any transaction or contract of this Corporation be void or voidable by reason of the fact that any Director or Corporation or other entity of which any Director is an Officer, Director, or controlling stockholder, partner, or otherwise, is an any way interested in such transaction or contract; provided that at a meeting of the Board of Directors, or of the Executive Committee, and such transaction or contract is duly approved by the Directors not interested or connected. A Director who is not an Officer, Director or controlling stockholder, partner, or otherwise of ‘a corporation or other entity shall not be deemed to be interested in a transaction or contract between such corporation or other entity and this Corporation.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a Director or Officer of the Corporation or of any of its subsidiaries, if any, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threatened, pending, or completed action, suitor other proceeding, whether civil, criminal, administrative or investigative, in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by the Corporation, or the proceeding seeks a declaratory judgment regarding his or her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation; and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the Corporation, which approval shall not unreasonable be withheld, or by a court of competent jurisdiction. such indemnification shall include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this Article, which undertaking may be accepted without regard to the financial ability of such person to make repayment.
Where indemnification hereunder requires authorization or approval by the Corporation, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a Director of the Corporation approves the payment of indemnification, such Director shall be wholly protected, if;
(i) the payment has been approved or ratified (1) by a majority vote of a quorum of the Directors consisting of persons who are not at that time parties to the proceeding, or (2) by a majority vote of a committee of two or more Directors who are not at that time parties to the proceedings and are selected for this purpose by the full Board (in which selection Directors who are parties may participate); or
(ii) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Corporation) appointed for the purpose by vote of the Directors of in the manner specified in clauses (1), (2), or (3) of subparagraph (i); or
(iii) the payment is approved by a court of competent jurisdiction; or
(iv) the Directors may have otherwise acted in accordance with the standard of conduct set forth in Chapter 180 of the Massachusetts General Laws.
Any indemnification or advance of expenses under this Article shall be paid promptly, and in any event within thirty (30) days, after the receipt by the Corporation of a written request therefore from the person to be indemnified, unless with respect to a claim for indemnification the Corporation shall have determined that the person is not entitled to indemnification. If the Corporation denies the request or if payment is not made within such thirty day period, the person seeking to be indemnified may at any time thereafter seek to enforce his or her rights hereunder in a court of competent jurisdiction, and if successful in whole or in part, he or• she shall be entitled also to indemnification for the expenses of prosecuting such action. Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on the Corporation.
The right of indemnification under the Article shall be a •contract right inuring to the benefit of Directors, Officers, and . other persons entitled to be indemnified hereunder and no amendment or repeal of the Article shall adversely affect any right of such Director, Officer, or other person existing at the time of such amendment or repeal.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors, and administrators of a Director, Officer of the persons entitled to indemnification hereunder.
The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which such Director or Officer or other person may be entitled. Nothing contained in the Article shall affect any rights to indemnification to which Corporation employees or agents other the Directors and Officers and other persons entitled to indemnification hereunder may be entitled by contract or otherwise under law.
ARTICLE X
AMENDMENTS TO THE BY-LAWS
These By-laws may be altered, amended or repealed, in whole or in part, by the affirmative vote of a majority of the Directors present and voting at any meeting, the notice of which contains a ‘statement of the proposed alteration or amendment.
ARTICLE X
MISCELLANEOUS
Section 1 – Books and Records
The Corporation. shall keep complete and correct books al records of account and shall keep minutes of the proceedings ( its Board and Committees having any of the authority of the Boa, of Directors, and shall keep at the registered or principal office a record giving the names and address of the Directors. All book and records of the Corporation may be inspected by any Director 0 Di rector’s agent or attorney, for any proper purpose Sat an reasonable time. The Board shall cause an audit of the records 0 the Corporation to be made each year by a competent auditor.
Section 2 – Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
Section 3 – Place of Business
The place of business of the Corporation shall be in the Town and County of Nantucket, Massachusetts, with an initial principal mailing address of care of Melissa D. Philbrick PC, Zero Main Street, Nantucket, Massachusetts 02554.
Section 4 – Notice
Whenever notice is required to be given to any member of the Board of Directors of the Corporation, it shall be deemed to have been given from and at the time when it shall have been deposited in the Post Office or in any regular United Stated mailing box within the United States, enclosed in a postage paid wrapper, or filed prepaid in any telegraph office addressed to the member at his or her last known place of residence or business as the same ~all appear upon the books of the Corporation, or if such address, shall not appear upon the books of the Corporation, then to such address as may appear in any directory of the municipality in which such member may reside or do business.
Section 5 – Effective Date of BY-laws
These By-laws, and any amendments hereto, shall take effect immediately upon their adoption by a majority of the members of the Board of Directors then in office.